Common use of Liquidation Upon Dissolution Clause in Contracts

Liquidation Upon Dissolution. Upon the dissolution of the LLC, subject to the Members' right to elect to continue the business of the LLC pursuant to Section 7.01 hereof, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested (a) in LUK for so long as LUK's Preferred Capital interest in the LLC shall remain outstanding, and if such Preferred Capital interest shall have been extinguished, (b) in HFC, which party shall have full power and authority to sell, assign and encumber any and all of the LLC's assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority: (i) first, to the creditors of the LLC, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (of any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (ii) thereafter, in accordance with the provisions of Article IV hereof.

Liquidation Upon Dissolution. Upon the dissolution of the LLC, subject to the Members' right to elect to continue the business of the LLC pursuant to Section 7.01 hereof, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested (a) in LUK for so long as LUK's Preferred Capital interest in the LLC shall remain outstanding, and if such Preferred Capital interest shall have been extinguished, (b) in HFC, which party shall have full power and authority to sell, assign and encumber any and all of the LLC's assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority: : (i) first, to the creditors of the LLC, including creditors who are Members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (of any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and (ii) thereafter, in accordance with the provisions of Article IV hereof.. SECTION